SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)1
United Industrial Corporation
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(Name of issuer)
COMMON STOCK, $1.00 PAR VALUE
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(Title of class of securities)
910671106
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
March 9, 2000
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Note. six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 18 Pages)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 910671106 13D Page 2 of 18 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,023,630
OWNED BY
EACH -----------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,023,630
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,023,630
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 910671106 13D Page 3 of 18 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN G. LICHTENSTEIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,023,630
OWNED BY
EACH -----------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,023,630
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,023,630
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 910671106 13D Page 4 of 18 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JAMES R. HENDERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH -----------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 910671106 13D Page 5 of 18 Pages
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The following constitutes Amendment No. 2 ("Amendment No. 2") to the
Schedule 13D filed by the undersigned (the "Schedule 13D"). This Amendment No. 2
amends the Schedule 13D as specifically set forth.
Item 2 is hereby amended and restated in its entirety as follows:
Item 2. Identity and Background.
(a) This Statement is filed by Steel Partners II, L.P., a
Delaware limited partnership ("Steel Partners II"), Warren G. Lichtenstein and
James R. Henderson.
Steel Partners, L.L.C., a Delaware limited liability company
("Partners LLC"), is the general partner of Steel Partners II. The sole
executive officer and managing member of Partners LLC is Warren G. Lichtenstein,
who is Chairman of the Board, Chief Executive Officer and Secretary.
James R. Henderson is an employee of Steel Partners II.
Each of the foregoing are referred to as a "Reporting Person"
and collectively as the "Reporting Persons". By virtue of his position with
Steel Partners II, Mr. Lichtenstein has the power to vote and dispose of the
Issuer's Shares owned by Steel Partners II. Each of the Reporting Persons is
party to a Joint Filing Agreement as further described in Item 6. Accordingly,
the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of Steel Partners, Warren
G. Lichtenstein and James R. Henderson is 150 East 52nd Street, 21st Floor, New
York, New York 10022.
(c) The principal business of Steel Partners II is investing
in the securities of small cap companies. The principal occupation of Mr.
Lichtenstein is investing in the securities of small cap companies.
The principal business of Mr. Henderson is investing in
the securities of small cap companies.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities
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CUSIP No. 910671106 13D Page 6 of 18 Pages
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subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Lichtenstein and Mr. Henderson are citizens of the
United States of America.
Item 3 is hereby amended and restated in its entirety as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 1,023,630 Shares of Common
Stock owned by Steel Partners II is $10,113,695. The Shares of Common Stock
owned by Steel Partners II were acquired with partnership funds.
Item 4 is hereby amended to include the following:
Item 4. Purpose of Transaction.
On March 10, 2000, Steel Partners II delivered a letter to the Issuer,
a copy of which is attached as an exhibit hereto and incorporated herein by
reference, to nominate (the "Nomination Letter") Warren G. Lichtenstein and
James R. Henderson, as set forth therein, to the Issuer's Board of Directors at
the Annual Meeting of Stockholders of the Issuer scheduled to be held on May 9,
2000.
On March 9, 2000, the Reporting Persons entered into a Joint Filing
Agreement, a copy of which is attached as an exhibit hereto and incorporated
herein by reference, reflecting their agreement to form a group and, among other
things, to seek to nominate the nominees set forth above to the Board of
Directors of the Issuer. The Reporting Persons anticipate filing proxy
solicitation materials with the Securities and Exchange Commission in order to
solicit proxies from the stockholders of the Issuer in order elect its nominees
to the Issuer's Board of Directors at the 2000 Annual Meeting.
No Reporting Person has any present plan or proposal which would relate
to or result in any of the matters set forth in subparagraphs (a) - (j) of Item
4 of Schedule 13D except as set forth herein or such as would occur upon
completion of any of the actions discussed above. Depending on various factors
including, without limitation, the Issuer's financial position and investment
strategy, the price levels of the Common Stock, conditions in the securities
markets and general economic and industry conditions, each of the Reporting
Persons may in the future take such actions with respect to its investment in
the Issuer as it deems appropriate including, without limitation, purchasing
additional Shares of Common Stock or selling some or all of its Shares or to
change its intention with respect to any and all matters referred to in Item 4.
Except as set forth above, the Reporting Persons
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CUSIP No. 910671106 13D Page 7 of 18 Pages
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have no agreements or understandings between themselves with respect to the
voting or disposition of the Common Stock of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares of Common Stock
reported owned by each person named herein is based upon 12,294,138 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999.
As of the close of business on March 9, 2000, Steel Partners
II beneficially owns 1,023,630 Shares of Common Stock, constituting
approximately 8.3% of the Shares outstanding. Mr. Lichtenstein beneficially owns
1,023,630 Shares, representing approximately 8.3% of the Shares outstanding. Mr.
Lichtenstein has sole voting and dispositive power with respect to the 1,023,630
Shares owned by Steel Partners II by virtue of his authority to vote and dispose
of such Shares. All of such Shares were acquired in open-market transactions.
(b) By virtue of his position with Steel Partners II, Mr.
Lichtenstein has the sole power to vote and dispose of the Shares reported in
this Schedule 13D and beneficially owned by Steel Partners II.
As of the close of business on March 9, 2000, Mr. Henderson
does not beneficially own any Shares of Common Stock.
(c) Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock since the filing of Amendment No. 1.
(d) No person other than the Reporting Persons is known to
have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, such Shares of the Common Stock.
(e) Not applicable.
Item 6 is amended and restated in its entirety to read as follows:
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On March 9, 2000 the Reporting Persons entered into a Joint
Filing Agreement, reflecting their agreement to form a group and, among other
things, to seek to elect Warren G. Lichtenstein and James R. Henderson to the
Board of Directors of the Issuer. A
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CUSIP No. 910671106 13D Page 8 of 18 Pages
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copy of the Joint Filing Agreement is filed as an exhibit to this Schedule 13D
and incorporated herein by reference.
Other than as described herein, there are no contracts,
arrangements or understandings among the Reporting Persons, or between the
Reporting Persons and any other Person, with respect to the securities of the
Issuer.
Item 7 is hereby amended and restated in its entirety to read as follows:
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement between Steel Partners II
and Warren G. Lichtenstein (previously filed).
2. Joint Filing Agreement between Steel Partners II,
Warren G. Lichtenstein and James R. Henderson, dated
March 9, 2000.
3. Director Nomination Letter from Steel Partners II to
United Industrial Corp., dated March 9, 2000.
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CUSIP No. 910671106 13D Page 9 of 18 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 10, 2000 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
----------------------------
Warren G. Lichtenstein
Chief Executive Officer
/s/ Warren G. Lichtenstein
--------------------------------
WARREN G. LICHTENSTEIN
/s/ James R. Henderson
--------------------------------
JAMES R. HENDERSON
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CUSIP No. 910671106 13D Page 10 of 18 Pages
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Exhibit Index
Exhibit Page
1. Joint Filing Agreement (previously
filed)
2. Joint Filing Agreement between Steel 11
Partners II, Warren G. Lichtenstein
and James R. Henderson, dated March 9,
2000.
3. Director Nomination Letter from Steel 14
Partners II, to United Industrial
Corporation, dated March 9, 2000.
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CUSIP No. 910671106 13D Page 11 of 18 Pages
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JOINT FILING AGREEMENT
WHEREAS, certain of the undersigned are shareholders, direct
or beneficial, of United Industrial Corporation ("United"), a Delaware
corporation;
WHEREAS, Steel Partners II, L.P. ("Steel"), Warren G.
Lichtenstein and James R. Henderson wish to form a group (the "Group") in order
to nominate a slate of directors to the Board of Directors of United and solicit
written consents or votes to obtain a change in the Board of Directors of
United;
NOW, IT IS AGREED, this 9th day of March 2000, by the parties
hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the
Securities Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the Common Stock of United.
2. So long as this agreement is in effect, each of the
undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig &
Wolosky LLP of (i) any of their purchases or sales of the Common Stock of
United; or (ii) any shares over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each such
transaction.
3. Each of Warren G. Lichtenstein and James R. Henderson
agrees to serve as one of the Group's nominees to the Board of Directors of
United and to serve as a director if elected.
4. Steel hereby agrees to bear all expenses incurred in
connection with the Group's nomination of persons to the Board of Directors of
United, including expenses
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CUSIP No. 910671106 13D Page 12 of 18 Pages
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incurred by any of the nominees in a solicitation of written consents or votes
by the Group. Notwithstanding the foregoing, Steel shall not be required to
reimburse any nominee or party for (i) out-of-pocket expenses incurred by a
nominee in the aggregate in excess of $250 without Steel's prior written
approval; (ii) the value of the time of any nominee or party; (iii) legal fees
incurred without Steel's prior written approval; or (iv) the costs of any
counsel, other than Steel's counsel, employed in connection with any pending or
threatened litigation.
5. The relationship of the parties hereto shall be limited to
carrying on the business of the Group in accordance with the terms of this
Agreement. Such relationship shall be construed and deemed to be for the sole
and limited purpose of carrying on such business as described herein. Nothing
herein shall be construed to authorize any party to act as an agent for any
other party, or to create a joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party's right to purchase or
sell shares of United, as it deems appropriate, in its sole discretion. Nor
shall anything herein be construed to require any party to deliver a written
consent to the Group or to refrain from revoking any consent after it has been
given.
6. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which, taken together, shall
constitute but one and the same instrument, which may be sufficiently evidenced
by one counterpart.
7. In the event of any dispute arising out of the provisions
of this Agreement, the parties hereto consent and submit to the exclusive
jurisdiction of the Federal and State Courts in the State of New York.
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CUSIP No. 910671106 13D Page 13 of 18 Pages
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8. Any party hereto may terminate his obligations under this
agreement at any time on 24 hours written notice to all other parties, with a
copy by fax to Steven Wolosky at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
Fax No. 212 755-1467.
9. Each party acknowledges that Olshan Grundman Frome
Rosenzweig & Wolosky LLP shall act as counsel for both the Group and Steel.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.
STEEL PARTNERS II, L.P.
150 East 52nd Street
New York, NY 10022
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
-------------------------------------
Warren Lichtenstein, Managing Member
/s/ Warren G. Lichtenstein
-----------------------------------------
Warren G. Lichtenstein
150 East 52nd Street
New York, New York 10022
/s/ James R. Henderson
-----------------------------------------
James R. Henderson
150 East 52nd Street
New York, New York 10022
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CUSIP No. 910671106 13D Page 14 of 18 Pages
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STEEL PARTNERS II, L.P.
150 EAST 52ND STREET, 21ST FLOOR
NEW YORK, NEW YORK 10022
March 9, 2000
BY FACSIMILE AND EXPRESS MAIL
United Industrial Corporation
570 Lexington Avenue
New York, New York 10022
Attention: Corporate Secretary
Re: Notice of Intention to Nominate Individuals for Election as
Directors at the 2000 Annual Meeting of Stockholders of United
Industrial Corporation
Ladies and Gentlemen:
This letter shall serve to satisfy the notice requirements of
Article III, Section 3 of the Amended and Restated Bylaws (the "Bylaws") of
United Industrial Corporation ("United") as to the nomination by Steel Partners
II, L.P., a Delaware limited partnership ("Steel"), of two nominees for election
to the Board of Directors of United (the "United Board") at the Annual Meeting
of Shareholders of the Company scheduled to be held on May 9, 2000, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting").
This letter and all Exhibits attached hereto are collectively
referred to as the "Notice." Steel is the beneficial owner of at least 1,023,630
shares of common stock, $1.00 par value per share, of United (the "Common
Stock"). Through this Notice, Steel hereby nominates and notifies you of its
intent to nominate Warren G. Lichtenstein and James R. Henderson as nominees
(the "Nominees") to be elected to the Board of Directors of the Company at the
Annual Meeting. To the extent there are in excess of two (2) vacancies on the
United Board to be filled by election at the Annual Meeting or United increases
the size of the United Board above its existing size, we reserve the right to
nominate additional nominees to be elected to the United Board at the Annual
Meeting. Additional nominations made pursuant to the preceding sentence are
without prejudice to the position of Steel that any attempt to increase the size
of the United Board constitutes an unlawful manipulation of United's corporate
machinery. If this Notice shall be deemed for any reason by a court of competent
jurisdiction to be ineffective with respect to the nomination of any of the
Nominees at the Annual Meeting, or if any individual Nominee shall be unable to
serve for any reason, this Notice shall continue to be effective with respect to
the remaining Nominee and as to any replacement Nominee(s) selected by Steel.
The information required by the Bylaws follows:
(i) The purpose of this Notice is to notify United of Steel's
nomination and intention to nominate the Nominees for election
of directors at the Annual Meeting. In connection with such
action, Steel will prepare and utilize its own proxy materials
in accordance with
applicable law.
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CUSIP No. 910671106 13D Page 15 of 18 Pages
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(ii) The address of Steel, as we believe it appears on United's
books, is 150 East 52nd Street, 21st Floor, New York, New York
10022.
(iii) As of the date hereof, Steel is the beneficial owner of
1,023,630 shares of Common Stock. Based upon publicly
available information as to the number of shares of Common
Stock of United outstanding, these shares represent an
aggregate of approximately 8.3% of the outstanding Common
Stock as of the date hereof. Representatives of Steel intend
to appear in person or by proxy at the Annual Meeting.
(iv) The information concerning the Nominees required by Regulation
14A of the Exchange Act is as follows:
Warren G. Lichtenstein (34) is one of the nominees for director. Mr.
Lichtenstein has been the Chairman of the Board, Secretary and the Managing
Member of Steel Partners, L.L.C. ("Steel LLC"), the general partner of Steel
Partners II, L.P. since January 1, 1996. Prior to such time, Mr. Lichtenstein
was the Chairman and a director of Steel Partners, Ltd., the general partner of
Steel Partners Associates, L.P., which was the general partner of Steel Partners
II, L.P. since 1993 and prior to January 1, 1996. Mr. Lichtenstein is a director
of the following publicly held companies: Gateway Industries, Inc., WebFinancial
Corporation, PLM International, Inc., Tech-Sym Corporation, ECC International
Corp. and Saratoga Beverage Group, Inc. As of the date hereof, Mr. Lichtenstein
beneficially owned at least 1,023,630 shares of Common Stock, all of which were
beneficially owned by Steel Partners II, L.P. The business address of Mr.
Lichtenstein is 150 E. 52nd Street, 21st Floor, New York, New York 10022. Mr.
Lichtenstein is not adverse to United or any of its subsidiaries in any material
pending legal proceedings.
In late 1995, Steel Partners II, L.P commenced a proxy solicitation to
replace the incumbent directors of Medical Imaging Centers of America, Inc.
("MICA"). Thereafter, MICA initiated an action against Steel Partners II, L.P.,
Warren Lichtenstein, and others in the United States District Court for the
Southern District of California, Medical Imaging Centers of America, Inc. v.
Lichtenstein, et al, Case No. 96-0039B. On February 29, 1996, the Court issued
an Order granting, in part, MICA's motion for a preliminary injunction on the
grounds that plaintiff had demonstrated a probability of success on the merits
of its assertion that defendants had violated Section 13 of the Securities
Exchange Act of 1934. Under the Court's preliminary injunction, defendants in
the action were enjoined from voting certain of their shares at MICA's annual
meeting of shareholders, except pursuant to a formula under which they would be
voted in the same proportion as other votes cast at the meeting. The Court
declined to adjourn the annual meeting of shareholders. At the meeting, Steel
Partners II, L.P. received sufficient votes to elect its nominees to the Board
of MICA, after giving effect to the Court's preliminary injunction. The parties
thereafter settled their differences pursuant to an agreement under which MICA
agreed to initiate an auction process which, if not concluded within a certain
time period, would end and thereafter the designees of Steel Partners II, L.P.
would assume control of the Board of MICA. MICA was ultimately sold for $11.75
per share, as contrasted with the price of $8.25 per share, representing the
closing price on the day prior to the initiation of Steel Partners II, L.P.'s
proxy solicitation.
James R. Henderson (42) is one of the nominees for director. Since
August 1999, Mr. Henderson has been an employee of Steel Partners II, L.P. From
1996 to July 1999, Mr. Henderson was employed in various positions with Aydin
Corporation, which included a tenure as president and Chief Operating Officer
from October 1998 to June 1999. Prior to his employment with Aydin, Mr.
Henderson was employed as
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CUSIP No. 910671106 13D Page 16 of 18 Pages
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an executive with UNISYS Corporation. Mr. Henderson is a director of the
following publicly held companies: Tech-Sym Corporation and ECC International
Corp. As of the date hereof, Mr. Henderson did not beneficially owned any shares
of Common Stock. The business address of Mr. Henderson is 150 E. 52nd Street,
21st Floor, New York, New York 10022. Mr. Henderson is not adverse to United or
any of its subsidiaries in any material pending legal proceedings.
(v) For information regarding purchases and sales of shares of the
Common Stock during the past two years, see Exhibit A.
(vi) On March 9, 2000, Steel, and Messrs. Lichtenstein and
Henderson entered into a Joint Filing Agreement, in which,
among other things, (i) they agreed to the joint filing on
behalf of each of them of statements on Schedule 13D with
respect to the Common Stock of United, (ii) they formed a
group to nominate a slate of directors to the Board of
Directors of United and solicit written consents or votes at
the Annual Meeting for their slate of directors for the Board
of Directors of United, and (iii) Steel Partners II, L.P.
agreed to bear all expenses incurred in connection with such
committee's nomination of persons to the Board of Directors of
United, including approved expenses incurred by any of the
nominees in the solicitation of written consents or votes by
such committee. The Joint Filing Agreement is attached hereto
as Exhibit B and incorporated herein by reference and all
references contained herein are qualified in their entirety by
reference to such Joint Filing Agreement. Other than as stated
above, there are no arrangements or understandings between
Steel Partners II, L.P. and each nominee or any other person
or person pursuant to which the nominations described herein
are to be made, other than the consent by the nominees to
serve as directors of the Company if elected as such at the
Annual Meeting, attached hereto and incorporated herein by
reference.
(vii) Each of the Nominees has consented to serve as a director of
United if so elected. Such consents are set forth as Exhibit C
hereto.
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CUSIP No. 910671106 13D Page 17 of 18 Pages
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In addition to the information provided in this Notice, the
Nominees and Steel will promptly provide any and all additional information
reasonably required by United pursuant to the Amended and Restated By-laws or
the Restated Certificate of Incorporation. Please address any correspondence to
Steel Partners II, L.P., 150 East 52nd Street, 21st Floor, New York, New York
10022, Attention: Warren G. Lichtenstein, telephone (212) 813-1500, facsimile
(212) 813-2198 (with a copy to our counsel, Olshan Grundman Frome Rosenzweig &
Wolosky LLP, 505 Park Avenue, New York, New York 10022, Attention: Steven
Wolosky, Esq., telephone (212) 753-7200, facsimile (212) 755-1467). The giving
of this Notice is not an admission that the procedures for notice contained in
the By-laws are legal, valid or binding, and Steel reserves the right to
challenge their validity. In addition, Steel reserves the right to challenge any
effort by United or its Board to conduct the Annual Meeting on any date other
than May 9, 2000.
Very truly yours,
STEEL PARTNERS II, L.P.
By: Steel Partners L.L.C., General Partner
-------------------------------------
Warren G. Lichtenstein
Managing Member
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CUSIP No. 910671106 13D Page 18 of 18 Pages
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SCHEDULE A
Transactions in the Shares since the filing of Amendment No. 1
Shares of Common
Stock Purchased Price Per Share Date of Purchase
--------------- --------------- ----------------
Steel Partners II
13,500 8.54990 2/28/00
62,800 8.65780 3/1/00
1,100 8.72750 3/2/00
14,400 8.79000 3/2/00
17,400 8.75820 3/3/00
5,800 8.65000 3/6/00
Warren G. Lichtenstein
None
James R. Henderson
None
